Breach
by LovelyBeats
Summary: This fic was written for the Monthly Fanfiction and Fanart Contest on /r/RWBY It takes place at the beginning if the Volume 2 finale: Breach. This one went on for a little longer than I'd expected, so I made it a two-parter. It's split into two different chapters along with a prologue and an epilogue. Enjoy!
1. Chapter 1

Prologue

Ruby Rose squeezed her jaws together and swing Crescent Rose with both hands. The blade sheared through the Ursa's spikes and split it open from shoulder to chest. She pulled the trigger and the blade jerked through the remaining flesh and sent the beast's torso flying into the face of an approaching Beowolf. She sunk the blade into the beast's chest as it was stunned.

The hoard of Grimm was finally starting to thin out. Fifteen minutes ago, the train's explosive payload had detonated beneath vale and the Grimm flooded through the breach and into the city. Ruby had been fighting nonstop ever since and she was exhausted. Her silver eyes darted about the town square, searching for another likely opponent when she heard a high-pitched voice calling her name. '_Ruby! Ruby!'_

It was faint at first, but it came clearer now. Ruby turned to see Weiss standing amidst the chaos of the battlefield, shouting her name. She was pointing towards the sky. "RUBY! WATCH OU-"

The air was ripped apart by a tremendous explosion.

Ruby was thrown into the broken asphalt and the debris showered around her in a furious hail. The world crashed and clattered, cracked, slammed and tumbled around her. The impact of the blast had knocked the wind out of her. She rolled over onto all fours, gasping for air, but the air was choked with dust.

After a fit of coughing, she pushed her hands into the ground and tried to ease herself up, but she collapsed onto one knee.

Everything hurt.

She lifted her ringing head and looked around, dazed and aching. The world was a chaotic mess of smoke, fire and screams.

Fire. There was fire everywhere. She could hardly see through the haze and smoke. She squinted through the plume and saw dark figures all around her. The smoke was stinging at her eyes so she couldn't quite make them out, but they seemed to be fighting. The world was throbbing and everything seemed to move slowly like water. Everything sounded muffled and distant through her ringing ears.

She turned her head slowly to the left and saw the burning wreckage of an enormous airship about fifty paces away. Even at this distance, she could feel the heat of the flames hot on her face. Screams and shrieks were coming from inside. It had crashed directly into the wall itself and dark figures were already pouring through the enormous gap. She looked to her right. All around her, people were choking, coughing, screaming, fighting and dying in the dark. Who they were or why they were fighting, she couldn't quite say. She looked down. In the rubble next to her lay her scythe. She saw her soot-coated hand reach out for it. She saw her numb fingers curl around the haft.

She used her weapon for support as she stood up on wobbly legs. She took a few shaky steps forward, stumbled and nearly fell. Quick footsteps came rushing up from her left. She flinched away just in time to dodge the steel fist flying for her head. The body it was attached to stumbled a step, righted itself and turned slowly to face her. It was missing its right arm and its right half was burnt black and slightly _melted_ like candle wax. The parts not burnt or covered in soot were bright, shining steel, shimmering orange from the surrounding flames. It lunged forward for another attack as Ruby brought her scythe around in a swift, deadly arc, shearing the top half of its head clean off. It collapsed in a heap of scrap metal at her feet.

Ruby blinked and rubbed her eyes, still trying to make sense of all this. _A battle? Who's fighting? And where's my team?_ She was trying to shake the thickness from her head when a hand seized her roughly under the arm. She jerked her head around. It was Weiss, Myrtenaster in hand. She was bright, almost blinding amid the throbbing chaos. "Ruby! We have to go!" Her voice pierced through the din of battle sharp as a knife. Her icy blue eyes were wide with adrenaline and concern.

"Huh?" Ruby replied.

"We have to _go_!" Weiss yanked Ruby by the arm. Ruby stumbled over her own boots and collapsed to one knee. "Uugh. Weiss? What's going on?" she mumbled. "_COME ON_!" screamed Weiss. She shoved her sword through its sheath, grabbed Ruby's wrist and pulled her arm over her shoulder. She half-dragged, half-carried the girl away from the burning, screaming mass.

* * *

><p>Chapter 1<p>

The makeshift stronghold was silent but for the crackling of the fire and the occasional cough from the survivors; dim but for the shifting firelight and the half-hearted glow of the dust lanterns, casting their shifting shadows through the thick stone pillars and across the high vaulted ceiling. It should hardly have come as a surprise that Ozpin's clockwork Tower contained an underground fortress with quarters and facilities for thousands of citizens in case the city was overrun. It was complete with running water, electric dust generators and even hot showers. The one thing it didn't include was food.

Weiss stepped through the entrance alongside Blake Belladonna. Weiss blinked as her eyes adjusted to the gloom. They strode down the stairs into the underground sanctuary, hefting a large crate between them. A dozen ragged survivors came in after them doing likewise, the last securing the gate behind them. Weiss and Blake unloaded their haul with the other provisions and made to join their team. It was always good to see them after such a long mission.

Ruby enthusiastically shook Yang awake. "Yang! Wake up wake up wake up! Weiss and Blake are back!" Yang smiled to herself under her blanket. It seemed not even the end of the world could dampen her little sister's spirits. She got up and turned to face her approaching teammates. "Hey guys!" she called out. "How was the haul?" "Better than usual I suppose" Weiss admitted, easing herself delicately onto her bunk. "but it won't last long." At that, the girls fell silent, clenched their jaws and stared at their shoes with pensive faces.

Food. It always came down to food. No matter how much they brought back, it was gone in a flash. Their only means of obtaining food were to send scavenging parties into the ruined, Grimm-infested city. But in recent weeks, these parties were going missing more and more, and when they did return, they brought back less and less. Providing for over 2000 survivors was proving to be no easy task. Even with this haul, the fortress had enough food to last for perhaps one more week. Two at a push, and with extreme rationing. Nowhere near long enough for help to arrive from the other kingdoms.

Ruby was never one to so sulk. "Well, scavenging the city has kept everyone alive so far. I'm sure we'll be able to hold out until help arrives!" she piped, ever the optimist. Understandably, her enthusiasm was scant shared among the group.

"Well, we might not have to", said Blake. "We found something else". Ruby and Yang looked up as Weiss elaboutated. "An Atlesian supply drop with enough food to sustain the fortress for months", said the ivory heiress. "It was left behind when the Atlesian military abandoned the city." Blake slid Gambol Shroud from its sheath and set about sharpening the blade. Weiss did likewise with Mytrenaster, cleaning the chamber clutch assembly. They may have been be covered in grime and soot and their nails wedged under with dirt, they may be aching from a thousand scratches and stiff bruises and their clothes may be torn and tattered, but the tools of the trade were always spotless. "Trouble is, it's surrounded by Grimm." she went on.

"Wow!", chimed Ruby, on the edge of her seat. "That'll be enough to keep us going until help comes!" "That'll mean no more scavenging parties!" exclaimed Yang. Team RWBY took a moment to relish the prospect of not having to leave the safety of the Tower for days at a time; never again having to brave the dangers of the fallen city. Weiss cut the moment short, ever to the point. "_If_ we can manage to secure it and bring it here. It's going to take more than the average scavenging party to pull off a mission of this magnitude. We're going to report to Glynda first thing tomorrow morning."

* * *

><p>Gunfire crackled in the distance, punctured intermittently with explosions of varying strength. Yang paced back and forth through the Alley, biting her fingernails to stumps. Weiss had left to retrieve Ruby from the battle at the breach not ten minutes ago and she was already worried sick. "<em>That's it<em>!" she shouted "I'm going out after them!" Blake hopped down from the crate she was perched on. "No! If you go out there, we'll have to send someone after _you_ after Weiss and Ruby return. Give her more time!" "She's right", Jaune added. "They'll be back before long, I'm sure of it." Yang heaved a sigh. She slouched over to the box and sat down, elbows on her knees, head in her hands.

Jaune had organized this rendezvous point. After that Atlesian airship crashed into the wall, it was clear that the battle wasn't going their way. Since the initial breach half an hour ago, they'd been fighting nonstop and it had worn them ragged. Jaune's breastplate was deeply scored after a glancing blow from a deathstalker's tail and a thin line of blood had trickled from his forehead past eye, down to his cheek. Hardly any of them were without some type of injury. All of them were covered in a thousand aching bruises and scratches and they were all critically low on aura. Tensions were high and Nora and Pyrrah had started arguing some time ago.

"I still say we coulda taken em'!" Insisted Nora Valkyrie. "There were too many!" reasoned Pyrrah. "I've never seen so many Grimm in one place. Not to mention those Atlesian Knights…" Her voice trailed off and a silence passed over the group at the uncomfortable memory of those steel soldiers.

No one had seen it coming. When the Atlesian Knights turned on their masters, the Atlesian military tore itself apart in a matter of minutes as the vast majority of their ground forces suddenly became hostile. They all knew that with no one left to defend the breach, it wouldn't be long before Vale was overrun with Grimm.

Yang's eyes went wide as Weiss rounded the corner of the alley with Ruby on her shoulder. "Ruby!" She rushed to help Weiss ease her sister down against a wall. "Ruby are you okay?!" "I'm fine", she mumbled. "Just a little dizzy."

"How is she?" Yang asked Weiss, who had already set about binding her bleeding head in a bandage. "She'll be fine. Probably just a concussion." Yang's relief was palpable. It was as if someone had lifted a thousand pound weight off her shoulders.

Jaune stepped forward. "Alright, everyone's here" he said. Weiss stood up. "Now what? We obviously can't stay here", she stated, curt as always. "You're right. We need to regroup with Ozpin's main force and join the defense, but first, we need to get the wounded to…" Jaune was cut off by a humming sound. It was distant at first, but it was growing louder. The students rushed out onto the street to get a better view.

They gawked in awe as a fleet of Vale airships screamed across the sky toward the breach in the wall. Shortly after they passed, there was a rumbling of explosions in the distance. They could feel the ground shaking under their feet. At that, the crackling of gunfire and the din of battle in the distance intensified tenfold. "Whoa", said Yang. "Incredible" added Pyrrah. _Those were all Vale airships_, thought Weiss. _Were are all those Atlesian vessels defeated already?_

Her thoughts were cut short when she saw a group of people approaching from down the street. As they drew nearer, Weiss recognized none other Coco from team CFVY at its forefront. Behind her was a group of terrified civilians and a mismatched assortment of fighters. Her shades were cracked, her beret was missing, and her sleeve was torn away at the elbow. The fighting must have been savage indeed to mar her outfit.

"Coco! What are you doing here?!" exclaimed Jaune. "What's going on out there?!" demanded Weiss.

"Ozpin and his seniour staff have rallied the remains of Vale's defence force and are moving on the breach to buy the civilians some time to escape. Most are being loaded onto airships bound for Vacuo as we speak, and the rest are being escorted to Ozpin's Tower. Apparently, they'll be safe there until help arrives from the other kingdoms. I've been instructed to gather any remaining citizens and soldiers I can and help escort the civilians to the Tower."

The ragged students were taken aback. _Ozpin, fighting in the breach? That's where the fighting's thickest_, Weiss thought. Jaune turned to face his team. "Right! Then there's no time to lose!" Teams RWBY and JNPR fell in with the crowd. Weiss recognized the green-haired girl and the grey-haired boy from sparring practice among them. They had clearly seen better days. They were covered in soot and ashes, and while they had previously seemed smug and sardonic, like they constantly knew the punchline to a joke no one else could guess, they walked now in silence, staring dead-faced at their feet. Weiss couldn't help but notice that the girl's hands were shaking.

Before long, their group arrived at Ozpin's Tower and joined swelling mass of terrified survivors clamoring to get inside. The streets were packed shoulder-to-shoulder with a sea of humanity flooding for refuge while Ozpin's exodus flew overhead.

* * *

><p>Glynda had converted an empty supply room into a makeshift war room. Dust lamps burned bright on the walls and a long table was brought in along with several empty wooden crates to serve as chairs. A large map of the city of Vale was posted on the wall behind Glynda. Around the table were all of the huntsmen and huntresses in training housed in the Tower. In attendance were teams RWBY, JNPR, CVFY, and Emerald and Mercury. The improvised nature of this setting did nothing to diminish Glynda's indomitable presence and the students sat at rigid attention.<p>

"As you know, Ozpin's Tower, where we are currently housed, has a central position in Vale, here." Glynda tapped her crop to a green dot at the center of the map. "According to intel brought to us by Blake Belladonna and Weiss Schnee's scavenging party, there is an abandoned Atlesian supply depot containing a very large amount of food roughly thirteen kilometers to the North, here." Glynda moved the crop several inches up and tapped a large red X marking the position of the supplies. "The area is a known hotspot for Grimm activity, but we need to secure those supplies in order to last until the airships return."

Glynda locked both hands around the crop behind her back. "The objectives for this mission are to draw the Grimm away from the drop site, secure the supplies and bring it back to the Tower. Team CFVY will serve as the distraction." Glynda turned to address Coco directly. "Coco, you and your team will approach the hoard, get their attention and retreat immediately to the North-East towards downtown Vale. You should have little trouble evading them in an urban environment. Once you have lost them, you are to return to the Tower." Glynda's countenance grew stern. "Mind you, this is the most dangerous role by far. Also, the other teams will be relying on you to ensure that the Grimm are drawn away from the objective before they move in, so you will be bearing the responsibility for their lives." She pushed her glasses up closer to face with two fingers. "I do hope you understand that." Coco made a solemn nod in acknowledgement. Glynda turned to Ruby and Jaune.

"Once the large body of Grimm have been lured to the North-East, teams RWBY and JNPR will approach from the South-West, eliminate any remaining Grimm and advance to the supply depot. This depot is stocked with enough food to last us until the airships return. Fortunately for us, it also includes an Atlesian Paladin to carry it back to Tower for us" Glynda made a small circle around the red X with her crop. "Team RWBY will establish a defensive perimeter around the enclosure while JNPR loads the supplies onto the Paladin. There likely won't be enough room for many passengers, so teams RWBY and JNPR will return on foot while the Paladin carries the supplies."

"But how?" Asked Jaune. "None of us know how to pilot an Atlesian Paladin." Glynda regarded Jaune from behind her spectacles. "Jaune, I'm sending two exchange students from Mistral with you to bolster your team. Their names are Mercury Black and Emerald Sustrai. Consider them under your temporary command. Both of them have been trained in the operation of the Atlesian Paladin." "Understood", acknowledged Jaune. He glanced over to the quiet pair sitting at the far of the end table. Glynda continued.

"Any questions?" A solemn silence passed over the room. Glynda straightened her back, chin up with an air of strict, martial authority. "I hardly need to emphasize the importance of this mission. Success will ensure the survival of yourselves and everyone residing within these walls. You will deploy tomorrow at o' six hundred hours. Dismissed."

* * *

><p>The big hearth fire burned warm in the fortress common room day and night. Nobody was around at this hour, so Mercury and Emerald had it all to themselves.<p>

Emerald sat on the armchair in front of the fire, elbows on her knees. She stared intently into the flames with her blood-red eyes, doing what she had done since the breach; Thinking. Contemplating. Reasoning. Trying to think of how she'd ended up here and what went wrong. Mercury lay stretched out on the couch to her right, staring at the high ceiling with dead eyes. They hadn't spoken much since the battle. The room was deadly silent beyond the crackling of the fire.

Mercury closed his eyes, heaved a sigh and sat up. "You still think she'll come back for us?" He asked half-heartedly.

If Emerald had heard him, she gave no indication.

"Still think this is all a part of the plan?"

Emerald continued to sit in silence

"Or have you finally accepted that we're on our own now?"

Emerald's face twisted into a scowl, but otherwise remained locked on the fire. Mercury smirked.

"What's the matter? Still upset you couldn't be her little pet like you always wanted?"

Emerald shot up, sending the chair crashing backwards. "Something went wrong!" she shouted, fists clenched at her sides. "She didn't mean for this to happen!" Her raised voice echoed off of the high ceiling as Mercury stood up too. "Open your eyes, Emerald. She had this in mind from the very beginning!" Mercury's rage had been boiling and festering ever since he was trapped in this dingy hole in the ground with the rest of Vale's helpless sheep. Now he could finally let his frustration fly. "Her plan was _flawless_! Right down to the last detail! The dust, transmit tower, the train, the Atlesian Knights, the airship, everything! It was all planned out months in advance and it went off without a hitch!" Mercury's voice was steadily growing louder. "If you ask me, the only thing that went wrong was that we got out of that ship alive!" Emerald stepped forward. "No! You're wrong! She wouldn't _do _that to us! She didn't mean for that to happen!" Mercury crossed his arms and shook his head. "Someone in our line of work ought to know by now, Emerald. It's every man for himself. She _used _us! We were just _pawns_!" he spat. "We always have been! She never cared about us! She never cared about _YOU!"__**  
><strong>_

That last word echoed around the room and inside Emerald's head. The room fell silent once more. She clenched her jaws, spun and stormed off so he couldn't see the tears.

Mercury sat back down. There was a time when he might have gone after her. Out of pity or remorse perhaps. But Mercury was far too tired for either.

* * *

><p><strong>End of chapter 1. Proceed to chapter 2 (Duh)<strong>


	2. Chapter 2

Chapter 2

Normally, a group of Grimm this size could be taken out in a day, perhaps two, but team CFVY hadn't had the chance to replenish their ammunition since the breach. Coco hauled herself up and over the ledge and onto the restaurant rooftop. Her collapsible weapon had an unfamiliar lightness to it for the lack of ammunition. She had only about a thousand rounds left, just enough for a few seconds of harassing fire.

Fox was already on the far side of the roof with one foot up on the ledge, looking down at the objective. Behind her, Velvet was having some trouble scaling the building and Yatsuhashi offered a helping hand. Coco sauntered up next to Fox and took a look at the objective below.

The supply depot was enclosed in chain-link fence situated in the center of a very large plaza, not unlike the one the initial breach had occurred at, only perhaps ten times larger. The depot contained boxes upon boxes of supplies; enough to feed an army. A pristine Atlesian Paladin loomed dormant in the midst of the compound. The building CFVY stood on was at the far North-East corner of the plaza, and teams RWBY and JNPR were hidden in the burnt-out buildings at the far South-West corner. She knew they were waiting on Coco for the mission to start. She pulled out her scroll and sent word that they were in position.

Team CFVY knew their roles. Coco would open fire on the hoard to get their attention, Fox and Yatsuhashi would be the bruisers in case any Grimm caught up to them, and Velvet was the contingency plan.

If worse came to worse, she knew what to do.

The entire plaza, and the streets for several blocks around were _packed_ shoulder-to-shoulder with Grimm.

"Looks like our work's cut out for us, eh Fox?" Her scarred companion remained silent, gaze fixed down below, empty white eyes scanning the swelling mass of Grimm. Coco knew Fox wasn't much for words. She heard Yatsuhashi and Velvet bring up the rear as she deployed her weapon.

Accuracy at this distance with a hip-fired minigun would be hard, but Coco knew her business. She planted her feet apart and let the barrels spin up. Velvet covered her ears as Coco took a moment to concentrate.

The air erupted into a roar of blasting gunfire as bullets exploded from Coco's weapon. A storm of lead surged from the barrels into the throngs of Grimm at the opposite end of the plaza. Even at this distance, Coco could see limbs flying from shredded bodies. Coco tilted her roaring weapon ever so slightly downwards and the torrent of screaming bullets ripped an angry red path in a perfect vertical line across the plaza towards their position, pounding Grimm into the earth wherever the bullets fell. The trail of devastation came to a halt directly in front of their building just as Coco's handbag spent its last round. The hoard had a great red gash clean through the middle. Even the dimmest of Grimm must have noticed them by now.

Coco spun down her barrels and folded her weapon into handbag mode. She turned to have her teammates. "Alright" she said. "Time to run."

As a unit, they turned and dashed for the ledge. They cleared the gap and landed on the next rooftop. They sprinted for the next one, the sounds of pursing Grimm snarling at their backs.

* * *

><p>Their scrolls vibrated simultaneously. The mission had begun. Ruby shifted to peer over the blackened ledge at the plaza below.<p>

She saw the bullets a split second before she heard them. They all watched in awe as Coco tore a roaring gash through the hoard of Grimm. The machine gun sounded like a buzz saw at this distance, and it cut like one too. The pounding bullets trailed their way through Grimm across the Plaza towards team CFVY's position at the opposite end.

The gunfire stopped and the air fell silent for a half-second. It was filled shortly thereafter by the horde's collective cry of fury. A thousand snarls, hisses and roars rose from a thousand throats and in unison, the black mass went snarling after team CFVY with murder in mind. More still came pouring from the surrounding streets and crashing from the windows of the enclosing buildings, howling for blood. The thunderous stampede of monsters lasted for several minutes as they cleared out of the plaza in pursuit of team CFVY to the North-East. All according to plan.

Ruby stood up and faced her teammates. "This is it!" she piped. Yang jumped up, fists ready. "Let's do this!" she chimed. The plaza was empty but for a few stragglers. There were perhaps three dozen now where there had been hundreds just minutes before. Team RWBY hopped down to street level. Ruby looked to her right and saw team JNPR plus Mercury and Emerald doing likewise from the adjacent building.

"Blake, Yang, go left!" ordered Ruby. "Right" they replied in unison. Together with team JNPR and Mercury and Emerald, they took off running in a straight line across the plaza, feet pounding on the smooth stone.

A Beowolf heard their approaching footsteps and turned its head just in time to catch a mouthful of Yang's fist. Its head snapped back and it collapsed lifelessly where it stood. Blake neatly decapitated another as it raised its claw to attack. A hulking Ursa took notice of Ruby as she approached. It stood on its hind legs and let out a great _roar._ Ruby skidded to a halt just within striking range and swing the momentum of her charge into her scythe, shearing through its legs in one fell swoop. No sooner did it hit the ground than Weiss' rapier was planted firmly through its face. Ruby looked to the right.

Pyrrah hurled her shield at an Ursa's face, caught it on the rebound and slashed the beast across the chest while it was stunned. Next to her, Jaune hacked a Beowolf open from shoulder to chest with a savage blow of his sword. Nora's target danced aside just as she swung her hammer, so she only managed to land a glancing blow. She just barely nicked it; the slightest little kiss from the very tip of her hammer. All it did was crush its ribs and fling it to gasping the ground like a broken toy. Ren finished it off as he ran past with a neat incision to the throat.

The chained sickles were a blur. Emerald buried one blade into the soft underbelly of a Boarbatusk and took a Beowolf's arm clean off with the other. An Ursa reared up over her and let out a great roar. Mercury rushed it headlong. He dove and rolled just under the Ursa's claw and struck low, sweeping it off its feet. As it toppled over, Mercury brought his boot down hard on its face and fired as it made contact. The Ursa's ruined head splashed across the stone pavement like an overripe melon.

They were halfway to the supply depot now. The press was thicker here, but they pressed on slow and steady, smashing, slashing and stabbing their way to their objective, leaving a trail of dead, evapourating Grimm in their wake. Before long, they'd killed the last of them. The plaza was quiet as they walked across its expanse to the supply depot. Ruby slashed the lock off of the chain-link gate and swung it open. While team JNPREM filed inside, team RWBY regrouped by the fence. The plaza was empty for now, but more would come. If one thing could be said about the Grimm, it was that there were always more.

Ruby wiped the sweat from her brow and leaned on Crescent Rose to catch a breath. "Alright guys. This is it! All we have to do is defend this depot and we can go home. We've never backed down from a challenge before, and we're not gonna start now!" Yang and Blake cheered their assent and even Weiss couldn't help but smile at her leader's boundless enthusiasm. "We've beaten the Grimm here, but there'll be more. Now spread out! Don't any of em' near the enclosure!"

Jaune wasted no time getting the supplies ready. "Nora, Mercury, strap those rations on board! Pyrrah, grab all the weapons and ammunition we can carry! Ren, sort through those ordinance boxes and see what we can use. Emerald, get inside that Paladin and make sure it's operational"

The crew set quickly set about their tasks as Jaune moved to help with the loading. _At this rate, we'll be back to the Tower no time._

Sure enough, the Grimm had begun to show themselves from the entrances of the plaza. Their spikes and impressive size indicated age and experience. These were dangerous. They skulked around the perimeter of the plaza, slowly surrounding their position, glaring all the while with blood red eyes filled with hate. Ruby swing her scythe hand-over-hand, sunk the blade into the ground and opened fire.

Her team did likewise and the ring of Grimm began to close around them as they rushed snarling through bullets and dust.

With a flick of her wrist, a wall of ice shot up in front of Weiss in a bright flash of blue and tore across the plaza. The Grimm caught within it were frozen to their bones.

Due to Yang's lack of range, they reached her first. She bolted forward to meet the first Grimm and swung her fist to meet the charge. Ember Celica crunched into its ribs and the Beowolf folded in half over the gauntlet. Yang's second fist shot up into its chin propelling it high into the air. Yang leapt up after it and struck one final blow to propel it in Blake's direction.

"Heads up!" she called.

Gambol Shroud sliced the beast into two neat halves. Blake turned back to the charging Grimm and folded her sword into pistol mode. She carefully picked off some of the quicker, lesser armoured Grimm as they approached. Her bullets would be wasted on the hulking Ursa Major barrelling towards her. This was a mean one; the spikes that jutted angrily from its back and claws made it all the more terrible as it closed the gap between it and Blake, sprinting on all fours. Blake gulped as the murderous beast pounded towards her. The monster _roared _as it swing its massive spiked arm with impossible speed, strong enough to take her head clean off. The claw, thirsty for blood, slashed through the air and into its target. Blake vanished from existence. The claw slashed through empty air. The beast froze for half an instant and toppled forward, a great gash yawning from the nape of its neck. Blake landed on her feet.

Ruby's boots collided so hard with her opponent's face, she felt its teeth break. She lay horizontally across the haft of her scythe, reached around and pulled the trigger. The bullet tore through an approaching Ursa and the recoil dislodged the blade from the stone tiles, sending weapon and wielder alike hurtling into a Great Taiju. The blade severed one head and a well-placed bullet found the second.

Team RWBY was hotly engaged just outside the fence, but Ren had his own task and he had to move quickly. A brief look inside of most of the boxes revealed firearms of all kinds with dust rounds to go with them, along with an assortment of explosive ordinance. All useful. Ren was looking for more when a strange steel box caught his eye. It was tall, wide and thin; about as thick as two people standing abreast, roughly seven feet high and many paces long. One of the sides was composed of a sliding steel door, ribbed like a garage door. Ren unlatched the locking mechanism lifted it upwards a crack…

A steel hand shot out and grabbed his ankle

The door flew open the rest of the way and the hand squeezed inhumanly hard. Lie Ren was rewarded for his trouble with a crushed ankle. He toppled onto his back gritting his teeth against the excruciating pain and two Atlesian Knights leapt on top of him, pinning him to the ground. Eleven more hopped out of the box and advanced past the struggling trio on the ground. "Watch out!", Ren shouted. The mechanical soldiers began pummeling him under a flurry of steel fists. Storm Flower's left blade bit into the shoulder of one of Ren's attackers as he thrashed desperately to escape.

Jaune's head whipped around. Ren was on the ground, grappling fiercely with two Atlesian Knights, and more were advancing on his team. He ripped Crocea Mors from its scabbard. "KNIGHTS!" he roared. "Knights inside the compound!"

Mercury's leg flew up into a wide, arcing roundhouse. The impact reduced the Knight's head to a ruin of sparking circuitry. Another bolted forwards at him. His boot shot out in a back kick to meet it, but it dodged nimbly aside. Mercury hopped back, planted the foot back down and swing the other around hard at head level. The silver Knight feigned right and ducked left and Mercury's leg sailed overhead. Mercury gasped as his swing went wide and a cold hand seized his shoulder with an iron grip. The Atlesian Knight slammed its knee up into Mercury's stomach, driving the wind from him, followed by a vicious barrage of fists to his side;

Mercury's eyes bulged in pain as a dozen unanswered impacts cracked his ribs like eggs with blinding speed. Mercury was powerless to resist. The merciless machine cocked its arm back for a coup de grace to his head and Mercury cringed in anticipation of the blow. Just before it swung, the arm was hacked off at the elbow from a two-handed swing of Jaune's sword. The team leader hadn't had time to deploy his shield. Jaune brought the blade back around and buried it in the Knight's head.

It released its grip on Mercury and collapsed in a heap of scrap metal. Mercury coughed and tasted blood. He felt himself dropping when Jaune caught him under the arm and eased him into a sitting position against a crate. Pyrrah's shoes pounded past as she moved to cover them. Mercury's rasping breath came heavy and slow from his slacked jaws. "T-thanks", he choked. "Don't try to talk!" Said Jaune. "Just take it easy! Y-you're gonna be fine.", he stuttered. Mercury lifted his face to Jaune's and saw that he was pale as a sheet.

All systems were operational and the ammunition for the dual 20-mm cannons was fully stocked. Emerald activated the automated targeting system and swing the Mech's arm guns around to the skirmish within the fence. She searched through the display for a target…

Pyrrah threw the full momentum of her charge behind her shield and bulled into the first Knight, sending it sprawling onto its back. She turned to the second, parried its incoming fist with her sword and brought the blade back around clean through its neck with blinding speed. The third one lunged forward for a swing and Pyrrah rolled aside, shifted Miló into spear form for better reach, and sunk the head into its abdomen. The automation didn't flinch. Instead it grabbed the haft, yanked the spear further through its body and grabbed Pyrrah's wrist. It twisted cruelly while it launched its other fist at her face. She brought her shield up in time to turn the blow, but the blinding pain in her wrist made her let go of her weapon.

Pyrrah Nikos clenched her teeth, leaned back, and slammed her forehead head into the Atlesian Knight's face. Her bronze-plated circlet smashed through the Knight's black glass visor. Pyrrah smirked.

_Heads up_

She wrenched her hand free and rammed the rim of her shield into its shattered face, widening the gap in the metal. Akoúo sunk halfway into the Knight's head and the machine clattered twitching to the ground.

_Alright, now where's the oth-_

Steel hands seized the rim of Pyrrah's shield, ripped it from her grasp and tossed it clanging to the ground. Before she could react, the Knight seized her shoulders and the two stumbled in a circle, grappling like drunkards fighting over a bottle. Pyrrah may have been faster, but the Knight still outweighed her. It wrenched her to the ground and slow, but sure, cold hands closed around her throat. Pyrrah's eyes bulged as the vicious machine squeezed the life out of her. She snarled and thrashed under her foe, but her attempts to claw her way free brought her little avail. The steel arms didn't give an inch. While her fingernails skittered harmlessly down the Knight's black glass visor, her vision began to go hazy and her arms started to droop.

_NO!_

With the last of her failing strength, Pyrrah planted her hands firmly on the Atlesian Knight, closed her eyes and concentrated. She felt for a resonance. She had to match the frequency…

_Come on..._

The steel hands disappeared.

The Atlesian Knight's entire body exploded with a metallic _bang_ and flew apart like a bottle dropped from a great height.

A shower of splintered steel clicked and tinkled on the ground around Pyrrah as she held her hand to her throat and gasped for air. She raised herself to her knees and tried to stand, but she hadn't the strength. Sweat dripped from her brow onto the ground. Using her semblance was always a taxing affair. She looked up and saw Nora Valkyrie pounding at another Knight with her hammer above her head, grinning like a madman.

"AAAAAAAAH SMASH!"

The unfortunate Knight disappeared completely beneath the flat of Nora's enormous hammer. She lifted Magnhild back up to reveal a steel pancake where the Knight had once stood. Nora scanned the compound for another likely victim. She gasped in horror when she saw Ren protecting his face with his arms, pinned down under an Atlesian Knight, its fist rising and falling. One of its arms flopped uselessly at its side with Storm Flower's left blade buried deep into the shoulder. Another Knight lay dead next to them, its face riddled with bullet holes.

"REN!"

She leapt forward at them and swung her hammer in a great horizontal sweep, just above Ren. It hit his silver assailant like a freight train, launching it clean through the chain link fence.

Weiss couldn't quite say where the steel projectile came from, but she was glad it arrived when it did.

Her long ponytail whipped in the wind as the mass of metal shot through the chain-link fence at bewildering velocity. It barreled straight through the giant Deathstalker's hard shell and exploded out through the other side, killing the monster where it stood.

Weiss sighed with relief at not having to fight the armoured beast. She turned to check on her teammates. Yang Xiao Long stood in the middle of a great heap of dead Grimm, gauntlets still smoking at her sides. Blake slid her blade back out through a Beowolf's face and dried the blade on its hide. Ruby was loading a fresh magazine into Crescent Rose, fresh out of opponents. The battle here was done. Weiss turned her attention to the inside of the compound.

Four Atlesian Paladins closed in on Jaune and Mercury. Jaune unfolded his shield and planted his feet apart in a defensive position between the mechanical killers and his wounded comrade. Mercury watched uncomprehending as Jaune stood there, ready to fight in the face of certain death. All for him, someone he hardly knew.

Jaune hefted the blade in his hand, took in a great breath and prepared to roar and charge when two streams of bullets pounded the Knights into the ground where they stood. Jaune let the breath out in a sigh of relief and let his arms fall heavy to his sides. _No heroic last stand today. _The Mech's barrels were still smoking while Team RWBY filed inside the compound.

* * *

><p>The Paladin Mech had enough food strapped to it to feed an army; easily half of its volume in Atlesian ration boxes were strapped securely on top of it. They had made use of the medical supplies to patch up the wounded. Mercury had his shirt off with a bandage wound around his ribs and Ren's leg was bound tight in a splint.<p>

Weiss was the first to speak.

"Our mission here is complete. We really should get back to the Tower while we still can", Insisted the ivory heiress. "Weiss is right" agreed Ruby. "We can't afford to hold out against another wave of Grimm."

"I'm not leaving the wounded!" Jaune shot back. He turned and paced restlessly about the compound. He felt like he had a stone in his stomach. Ren and Mercury were hurt. They'd put their faith in him as a leader and he'd failed them. He wouldn't, couldn't leave them here on their own. This was all his fault.

"I'll take them"

Everyone looked up at Emerald perched atop the Mech. "There's room on board. You guys go on ahead and we'll follow."

Jaune considered the proposition.

"Alright. If you run into any trouble, give us a shout. We still have our scrolls. Nora, Pyrrah, let's head back."

"Okay everyone, time to go home!" piped Ruby.

Teams RWBY and JNP slowly filed outside of the supply depot to begin the long trek back to the Tower leaving it empty besides Emerald, Ren, Mercury and the dead Atlesian Knights.

Emerald gathered Ren's weapons and loaded them on board the paladin. "Alright boys, there's only room inside for the pilot, so you're gonna have to ride on top. Who's first?" Neither Ren nor Mercury were particularly enthusiastic about the concept.

Emerald eased Mercury gingerly atop the Paladin next to Ren, taking care not to strain his ribs. "Okay, before we take off, I'm gonna need to see your scrolls." Ren complied immediately and Mercury saw that smirk on her face just a little too late as he held it out to her. Mercury's eyes went wide. "NO!"

He tried to yank the scroll back, but Emerald's hand was fast as lightning. She snatched the scroll quick as a snake, threw it down in the cockpit along with Ren's and slammed the palms of her hands into their chests, shoving the wounded boys backwards off of the tall Mech. Neither were in any fit state to resist. The ground came up to smash them, knocking the wind from their lungs as Emerald hopped into the cockpit. Ren gritted his teeth and silently clutched his ankle and Mercury's ribs were on fire.

"Emerald…" choked Mercury. "Why?"

Emerald smirked down at him with blood-red eyes. "Every man for himself right?"

The cockpit closed around her and the Paladin came to life. It stood up, walked to the fence with thumping footfalls and stepped over with a single stride. It broke into a brisk jog for the broken city, heavily laden with enough food to feed an army.

She had left them for dead.

* * *

><p>Epilogue<p>

Mercury made use of the in painkillers in the depot, so the agony in his ribs was bearable enough to stand up.

Mercury couldn't help but admire the ruthlessness of Emerald's betrayal. _The__ only mistake she made was leaving me alive._

He knelt down and loaded the last of the food into his pack as Ren examined his ankle. It was hideously swollen and had the tenderness indicative of broken bones. He wasn't walking anywhere any time soon.

Mercury addressed Ren without facing him.

"I'm going back to the tower." His voice betrayed no emotion. His countenance was as grey as his eyes.

"I see." Replied Ren. "Just…leave some of the food for me please." Ren was as brave as any huntsman, but he couldn't stand the thought of starving to death.

Mercury slowly stood up. His gaze was cold steel as he looked down at Ren.

"No."

Ren's heart sank. "I see." Ren stared at the ground. _It's not like it would have made a difference either way._

Mercury allowed himself a smirk.

"'I'll need all the food I can get if I'm gonna carry you back to the Tower."

Mercury eased Ren up on his good leg and took his arm over his shoulder.

Together they began the long trek back to the Tower.

* * *

><p><strong>Thanks for reading!<strong>

**This fic was written for the **Monthly Fanfiction and Fanart Contest** for the month of November, 2014 on /r/RWBY. Don't forget to vote!**


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